Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 11. Subsequent Events
Merger with Nomad Transportable Power Systems, Inc.
On July 1, 2026, the Company completed its merger with Nomad Transportable Power Systems, Inc. (“NOMAD”) through the filing of a Certificate of Merger in Delaware, pursuant to which NBD Merger Sub, Inc. merged with and into NOMAD, and NOMAD became a wholly-owned subsidiary of the Company. As merger consideration, the Company issued (i) shares of common stock and (ii) shares of newly designated Series D Convertible Preferred Stock (convertible into up to shares of common stock). The Series D Convertible Preferred Stock is non-voting until stockholder approval of its conversion is obtained, which is not assured. Unaccredited NOMAD stockholders received cash in lieu of shares of $ per share based on the 60-day volume-weighted average price of the Company’s common stock.
Although the Company (formerly Lixte Biotechnology Holdings, Inc.) is the legal acquirer, NOMAD is expected to be treated as the accounting acquirer, and the merger is expected to be accounted for as a reverse acquisition under ASC 805. The Company constitutes a business under ASC 805; accordingly, the acquisition method of accounting will be applied, with NOMAD as the accounting acquirer and the Company as the accounting acquiree. Under this method, the identifiable assets acquired and liabilities assumed of the Company will be measured at their estimated fair values as of the July 1, 2026 acquisition date, and any excess of the consideration transferred over the fair value of the net identifiable assets acquired will be recognized as goodwill. The consideration transferred will be measured based on the fair value of the equity interests NOMAD is deemed to have issued to the Company’s stockholders to give them the same percentage equity interest in the combined entity that results from the merger.
The accompanying condensed consolidated financial statements are as of and for periods ended June 30, 2026 — prior to the July 1, 2026 closing — and reflect the historical operations of the Lixte Biotechnology Holdings, Inc. and its subsidiaries and do not give effect to the merger. In the Company’s financial statements for periods beginning on or after July 1, 2026, the historical financial statements of NOMAD will become the historical financial statements of the Company, the historical equity of NOMAD will be retroactively adjusted to reflect the exchange ratio established in the merger, and the results of the Company’s legacy biopharmaceutical and proton-therapy operations will be included only from July 1, 2026 forward. The Company is in the process of finalizing its acquisition accounting, including the fair value measurements of the assets acquired and liabilities assumed and the resulting goodwill, and the initial accounting for the business combination is incomplete as of the date of this report. The Company intends to file an amendment to its Current Report on Form 8-K to include the historical financial statements of NOMAD and the required pro forma financial information by September 11, 2026, as required by Item 9.01 of Form 8-K.
In connection with the merger, and as contemplated by the merger agreement, the Company agreed to advance NOMAD working capital of at least $15,500,000 following the closing. This working-capital advance is not part of the merger consideration. At closing, the $6,500,000 secured promissory note receivable from NOMAD (see Note 10) was applied against the Company’s working capital advance obligation, reducing the remaining unfunded commitment to $9,000,000, and the note was cancelled. The remaining $9,000,000 was subsequently funded at closing on July 1, 2026.
In connection with the merger, the Company changed its name from “Lixte Biotechnology Holdings, Inc.” to “Nomad Power Solutions, Inc.” effective July 3, 2026, and on July 6, 2026 its common stock began trading on NASDAQ under the new name and ticker symbol “NMAD” (formerly “LIXT”); the CUSIP number did not change. On July 1, 2026, the Board appointed John Travaglini, CEO of NOMAD, as a director. Additionally, the Compensation Committee granted restricted stock units to officers and directors under the 2020 Stock Incentive Plan.
On July 17, 2026, the Company filed a preliminary proxy statement (Schedule 14A) for a special meeting of stockholders to be held on September 4, 2026 to consider (i) approval of the issuance of shares of common stock underlying the Series D Convertible Preferred Stock issued in the merger, (ii) an amendment to the 2020 Stock Incentive Plan to increase the shares reserved for issuance by , and (iii) the election of two directors.
Other
As of the date of this report, approximately million outstanding common warrants (excluding pre-funded warrants) contained a provision under which, upon a “fundamental transaction” as defined in the warrants — including a merger or consolidation of the Company — the holder could elect, at any time within 30 trading days after consummation of the transaction, to have the Company purchase the warrant for cash equal to its Black-Scholes value, provided the fundamental transaction was within the Company’s control (including having been approved by the Company’s Board of Directors). The Company’s Board-approved merger with NOMAD, consummated on July 1, 2026, constituted such a fundamental transaction.
On July 20, 2026 and July 29, 2026, the Company received notices from two warrant holders electing, pursuant to the fundamental transaction provision, to receive cash payments, determined using a Black-Scholes valuation, for 780,726 common stock warrants, totaling approximately $3,980,000 in the aggregate. These warrants are classified in permanent equity, and the related cash settlements will be recorded as distributions from equity when paid.
The 30-trading-day election period expired on August 12, 2026. No other holders elected cash settlement within that period. Accordingly, the Company’s aggregate obligation under this provision is limited to the approximately $3,980,000 elected by the two holders described above. The remaining warrants subject to the provision did not elect cash settlement and continue to be outstanding and classified in permanent equity; upon exercise, such warrants are exercisable for the consideration payable to common stockholders in the merger, and the holders no longer have the right to require a cash payment.
Subsequent to June 30, 2026, warrant holders exercised 61,124 common warrants (from the December 18, 2025 offering) at $3.96 per share and 122,500 common warrants (from the July 2, 2025 offering) at $1.00 per share, for a total of 183,624 shares of common stock.
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